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2200 - Periscope Holdings - Purchase Policy AssessmentNWo PROFESSIONAL SERVICES AGREEMENT PROCUREMENT POLICY AND PROCEDURE ASSESSMENT PERISCOPE HOLDINGS INC. (DBA NIGP CONSULTING) PARTIES AND DATE. This Agreement is made and entered into this November 7, 2022 (Effective Date) by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ("City") and Periscope Holdings Inc. (dba NIGP Consulting) with its principal place of business at 5000 Plaza on the Lake, Suite 100, Austin, Texas 78746 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as 'Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing Public Sector Procurement Consulting Services to public clients, is licenced in the State of California and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render Procurement Policy and Procedure Assessment ("Services") as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the Public Sector Procurement Consulting Services necessary for the City, herein referred to a "Services". The Services Periscope Holdings Inc. (NIGP Consulting) Page 2 of 11 are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be for a one (1) year time period from Effective date, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of the Agreement, and shall meet any other established shcedules and deadlines. 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or Periscope Holdings Inc. (NIGP Consulting) Page 3 of 11 timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. 3.2.5 City's Representative. The City hereby designates the City Manager, or his or her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Consultant's Representative. Consultant will designate to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services: Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees: Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification Periscope Holdings Inc. (NIGP Consulting) Page 4 of 11 provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.10 Insurance: Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit "B" attached to and part of this agreement. 3.2.11 Safety: Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement and shall not exceed Twenty -Five Thousand Four Hundred Eighty -Five Dollars ($25,485) per fiscal year. Extra Work may be authorized in writing, as described below, and will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses: Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work: At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages: Consultant is aware of the requirements of Periscope Holdings Inc. (NIGP Consulting) Page 5 of 11 California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft; classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection: Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination: City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination: If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents/ Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services: In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. Periscope Holdings Inc. (NIGP Consulting) Page 6 of 11 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CONSULTANT: Persicope Holdings Inc. (NIGP Consulting) 5000 Plaza on the Lake Suite 100 Austin, TX 78746 Attn: Marcheta Gillespie Tel: (520) 940-7194 CITY: City of Rosemead 8838 E. Valley Boulevard Rosemead, CA 91770 Attn: City Manager Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property: This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Periscope Holdings Inc. (NIGP Consulting) Page 7 of 11 Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts: The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees: If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all costs of such action. 3.5.6 Indemnification: To the fullest extent permitted by law, Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all costs, expenses and liability, resulting from third -party claims and demands for damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of any acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement,. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in successfully enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials, officers, employees, agents or volunteers. 3.5.7 Entire Agreement: This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.8 Governing Law: This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. Periscope Holdings Inc. (NIGP Consulting) Page 8 of 11 3.5.9 Time of Essence: Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants: City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns: This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer: Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions: Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification: No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver: No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries: There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests: Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant Periscope Holdings Inc. (NIGP Consulting) Page 9 of 11 warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 Equal Opportunity Employment: Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification: By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement: Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts: This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required: Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. [Signatures on next page] Periscope Holdings Inc. (NIGP Consulting) Page 10 of 11 CITY OF ROSEMEAD By: )�Ll // 2 City Ma ger bat& Attest: City Clerk Approved as to Form: PERISCOPE HOLDINGS INC. By. ��ttuati 12-2-2022 Date Name: Mark Eigenbauer Title: President ZoZ ate W16, � /�j/Z Date City Attorney [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED By: 12-04-2022 Name: Deborah Dumoulin Chief Financial Officer Title: r NI -4r�� PROPOSAL FOR SERVICES/ RATE SCHEDULE/RESUME Contractor shall provide professional consulting services as outlined in Procurement Policy and Procedure Assessment Proposal attached hereto as Exhibit "C". City shall pay contractor a firm fixed price not to exceed Twenty -Five Thousand Four Hundred Eighty -Five Dollars ($25,485) without advance written approval from the City of Rosemead, and as outlined in Exhibit "C". C-1 EXHIBIT B INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the World Contractor will maintain insurance in conformance with the requirements set forth below. Contractor will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Contractor agrees to amend, supplement or endorse the existing coverage to do so. Contractor acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Contractor shall provide the following types and amounts of insurance: Commercial General Liability Insurance: Contractor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. [Automobile Insurance Intentionally Ommitted.] Workers Compensation on a state -approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident or disease. Contractor shall submit to Agency, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of Agency, its officers, agents, employees and volunteers. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Contractor shall obtain and maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability, automobile liability, and employer's liability. Such policy or policies shall include the following terms and conditions: • A drop down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason; • Pay on behalf of wording as opposed to reimbursement; • Concurrency of effective dates with primary policies; and • Policies shall "follow form" to the underlying primary policies. • Insureds under primary policies shall also be insureds under the umbrella or excess policies. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Contractor and "Covered Professional Services" as designated in the policy must specifically include work C-2 performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Requirements not limiting: Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the Agency requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Agency. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the state of California and with an A.M. Bests rating of A- or better and a minimum financial size VIL General conditions pertaining to provision of insurance coverage by Contractor. Contractor and City agree to the following with respect to insurance provided by Contractor: 1. Contractor agrees to have its insurer endorse the third -parry general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010. Contractor also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Contractor, or Contractor's employees, or agents, from waiving the right of subrogation prior to a loss. Contractor agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Contractor shall not make any reductions in C-3 scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Contractor `s general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Contractor or deducted from sums due Contractor, at City option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. Contractor agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Contractor or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self-insurance available to City. 10. Contractor agrees to ensure that subcontractors, and any other parry involved with the project who is brought onto or involved in the project by Contractor, provide the same minimum insurance coverage required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Contractor agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. Contractor agrees not to self -insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to City. If Contractor's existing coverage includes a deductible or self-insured retention, the deductible or self-insured retention must be declared to the City. At that time the City shall review options with the Contractor, which may include reduction or elimination of the deductible or self-insured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Contractor ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Contractor, the City will negotiate additional compensation proportional to the increased benefit to City. N! 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Contractor acknowledges and agrees that any actual or alleged failure on the part of City to inform Contractor of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15. Contractor will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. Contractor shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Contractor's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17. The provisions of any workers' compensation or similar act will not limit the obligations of Contractor under this agreement. Contractor expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be limiting or all-inclusive. 19. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. C-5 22. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. WP N I CN- Consulting powered by periscope Procurement Policy and Procedure Assessment Proposal for SE August 29, 2022 Submitted by: Marcheta Gillespie, NIGP-CPP, CPPD, CPPB, C.P.M., CPM NIGP Consulting Submitted: 08/29/22 5000 Plaza on the Lake, Suite 100 Austin, TX 78746 (520) 940-7194 I. Project Scope - Procurement Policy & Procedure Assessment NIGP Consulting will conduct a review and offer recommendations ("Assessment") of the City of Rosemead ("City") Procurement Policy & Procedures to include consideration of the following: • Ordinances, statutes, municipal codes, procurement policies to ensure consistency with current practices and industry best practices in the public procurement profession • State legislation and regulatory constraints that impacts the City • Existing City policy and procedure that may impede efficiency, create, or increase risk, weaken controls, limit flexibility, limit transparency or weaken accountability in the procurement function • Existing City policy and procedures and all related documents addressing procurement practices and procedures • Analysis against ABA Model Procurement Code and industry best practices The Assessment shall be consistent with laws and policies applicable to the City, as well as in consideration of procurement best practices. NIGP Consulting shall perform the following tasks: 1. Meet with the City Project Manager and other defined team members to ensure a mutual understanding of the Assessment and to discuss roles for the respective team members. 2. Conduct interviews with identified stakeholders, to assess current state of the procurement environment, particularly in regard to the application of procurement policy and procedure. 3. Ensure policy and procedures are sufficient to guide City employees on all aspects of procurement at the City. 4. Provide recommendation on opportunities for improvement to existing City Procurement Policy & Procedures, identifying areas where each can be enhanced, clarified, and streamlined for greater effectiveness and efficiency. 5. Provide a Draft Assessment Report deliverable to the City for review and comment by the City, prior to finalizing the Report. 6. Present Report and Recommendations to City. Presentation to be presented virtually, however, NIGP Consulting does have the ability to travel and present in person upon request. Presentation projected at one hour or less, and inclusive of preparation of material in coordination with City Project Manager. NIGP Consulting will work with the City Project Manager to ensure clarity of expectations, address issues and concerns during the Assessment, and provide updates on project progress. Meetings will be conducted virtually or via conference calls on a mutually agreeable schedule. NIGP Consulting will rely on the City to: Page 12 1. Provide existing City Procurement Policy and Procedures documentation in electronic format. 2. Identify and coordinate interviews with defined stakeholders relevant to the Assessment of the current state of procurement at the City. 3. Be available for questions and clarifications, as well as assistance in facilitation of the interviews, the deliverables and broad support. 4. Review the Assessment Draft Report and provide comments within the agreed upon schedule. II. Deliverables and Schedule All deliverables will be provided in Word, Excel (where applicable) and pdf format. Any required formatting of the deliverable relative to structure, images, title, numbering, references, and any other style specific requirements of City shall be identified during the initial meeting with the team. Schedule The project schedule will be discussed in detail during the project Kick Off meeting during the Initial Preparation Phase. • Project Kick Off Call —1 day • Discovery/Document and Data Collection Phase —1 week • Interviews - 1 week • Analysis -2 week • Draft Deliverables —1 week • Review/Edit Feedback (City task) —1 week • Final Deliverables —1week • Report Presentation —1 day • Estimated Project Time: 7 weeks City Provided Support Preparation Phase— City shall be available for a maximum 2 hour Kick Off Call to discuss expectations, timelines, roles, meeting schedules and documentation request. Discovery and Document Collection Phase — City shall assist Consultant in gathering applicable documentation, such as enabling legislation, existing City policies and procedures, organizational charts, reports, and procurement performance metrics. Interviews— City shall facilitate scheduling City staff for all required interviews. Draft Report/Final Report — City shall dedicate sufficient staff time to assisting Consultant with Page 13 questions or clarifications required during draft report development and shall provide sufficient resources to review and provide feedback on the revised draft deliverable. 111. Project Costs Policy Development: $25,485 Firm Fixed Fee Additional Services: TBD upon specific scoping and schedule Cooperative Contract Offering: NIGP Consulting has been awarded a national cooperative contract with TXSHARE (see: NIGP Periscope (hubsootpaaebuilder.com) This cooperative contract is available for use by all government entities should the entity require this sourcing tool. Iv. Additional Service Offerings The following supplemental service offerings are available upon request. Services will be priced at the time of request. Procurement Policy and Procedures Revision/Development NIGP Consulting shall revise the City Procurement Policy & Procedure Manual ("Manual') based upon recommendations offered in the Assessment Report. A decision of one or two manuals (Policy and Procedure) shall be determined collectively with the City. The level of detail shall be sufficient to clearly understand the steps in the process, the party responsible for specific steps, and the rationale for a course of action, when appropriate. NIGP Consulting shall perform the following tasks: 1. Develop an outline of the Manual as a guide to develop content and identify areas of opportunities for improvement and alignment with global best practices. 2. Work closely with City personnel, particularly the City Project Manager, to capture the detailed steps and requirements of the current processes. 3. Identify areas where the process can be improved and determine the timeframe to incorporate the change in procedure. 4. Develop an outline of the content to be included in the Manual. 5. Compile relevant information and documents necessary to support all the defined procurement functions and processes. 6. Create and/or update procurement -related documents, forms and/or templates for the Manual, to be included in the appendix section of the final Manual. 7. Develop the content of the Manual. At a minimum, the content shall include each procurement method permissible and capture any requirement applicable to Page 14 specific categories of spend or types of contracts. The Manual shall indicate when to use each procurement method and reference any thresholds established. Prior to NIGP Consulting's commencement of the SOW, City's Project Manager, any designated City staff and the NIGP Consultant assigned to the project shall meet virtually to ensure a mutual understanding of the SOW and the resulting Deliverable(s) to be outlined in a revised Agreement. A firm -fixed price and timeline for this option shall be determined during the final scoping process and results of the Assessment Report. Project Cost Estimate: $54K- $60K dependent upon scope refinement Process Mapping of Current State and Proposed Future State Procurement Processes NIGP Consulting will coordinate and conduct process mapping sessions with City staff. Sessions will document all current -state actions, decision points, roles, documents, data, metrics, approvals, connections, and systems/technology for identified procurement processes (number of processes to be m mapped will be determined prior to contract execution). Typical procurement processes to be mapped include requisitions, purchase orders, change orders, Invitation for Bid, Request for Proposal, contracts, contract amendments and receiving. A GAP analysis will be conducted to identify where inefficiencies and inconsistencies exist in the current state. A draft action plan with recommendations for a proposed Future State will be reviewed with City prior to delivery of the final state document. Benchmarking Comparable Agencies A benchmark analysis will be conducted against two comparable City entities, mutually agreed upon by the City and NIGP Consulting. The results of the benchmark will be used to provide perspective on the recommendations in the Assessment and comparative analysis between similar City policies and procedures. NIGP Consulting will work with the City to draft the benchmark survey and identify points of comparative analysis. V. Billing The City will be billed 80% upon completion of the Draft Assessment Report and 20% upon delivery of the Final Assessment Report. (For the Additional Scope services, billing will be determined at the time the option is exercised and finalized for the additional scope of work). Billing will be based on deliverable completion without client sign -off of each deliverable — billed as fixed fee. Terms for all undisputed invoicing will be Due Upon Receipt. Acceptance of a Deliverable will occur within 10 days after receipt by the City unless the City notifies Periscope of a Defect within such time period. In the event the Deliverable(s) provided to Page I5 the City do not meet requirements, Periscope shall have five (5) business days to cure such Defect. A project plan will be agreed upon prior to kickoff and Periscope, subsequently, will allocate resources in order to successfully meet the project deadlines and to control costs. The City is expected to meet project deadlines as well. If actions (or inactions) on the part of the City result in a project delay, and it becomes necessary for Periscope to reschedule or reallocate resources, the cost of the project might escalate requiring a change order. Further, it is Periscope's expectation that the City agrees to performance completion for the entire consulting engagement as outlined in the scope of work. VI. Signature The City agrees that it shall not refer to the consulting services by NIGP Consulting in any marketing or promotional materials. However, the City shall have the right, for informational purposes, to state the fact that NIGP Consulting was engaged to provide consulting services. Periscope retains the right to list the City as a client and may request a written testimonial or reference from the City for the work performed. An authorized signature below indicates acceptance of this Proposal. Agreed: 0 0 Periscope Holdings, Inc. City of Rosemead Signature Signature Mark Eigenbauer, President Printed Name and Title Date Date P a g e 16 00 Marsh Certificate of Insurance No.: 2022-99 Dated: December 14, 2022 This document supersedes any certificate previously issued under this number This is to certify that the Policy(ies) of insurance listed below ("Policy" or "Policies") have been issued to the Named Insured identified below for the policy period(s) indicated. This certificate is issued as a matter of information only and confers no rights upon the Certificate Holder named below other than those provided by the Policy(ies). .Notwithstanding any requirement, term, or condition of any contract or any other document with respect to which this certificate may be issued or may pertain, the insurance afforded by the Policy(ies) is subject to all the terms, conditions, and exclusions of such Policy(ies). This certificate does not amend, extend, or alter the coverage afforded by the Policy(ies). Limits shown are intended to address contractual obligations of the Named Insured. Limits may have been reduced since Policy effective date(s) as a result of a claim or claims. Certificate Holder: I Named Insured and Address: City of Rosemead 8838 E. Valley Blvd Rosemead, CA 91770 Evidence of Insurance Periscope Holdings 5000 Plaza on the Lake Suite 100 Austin, TX 78746 Type(s) of Insurance Insurer(s) Policy Number(s) Effective/ Expiry Dates Sums Insured Or Limits of Liability COMMERCIAL GENERAL LIABILITY • Contractual Liability • Primary and Nonconmbutoo • Independent Contractors/Consultants,Sub- Zunch Insurance Company Ltd GLO 1125981-05 Dec 13. 2022 to Dec 13. 2023 Each Occurrence USD LOK000 — Products & Completed USD 1,000,000 Operations Aggregate General Aggregate USD L500,000 Contractor/Consultants • Waiver ofsubrogation(only when required by contract) • Bodily Injury and Property Damage COMMERCIAL GENERAL LIABILITY Zurich Insurance Company Ltd 8846210 Dec 13, 2022 to Non - Owned Auto CDN 2,000,000 Dec 13,2023 UMBRELLA • Excess of Primary Liability Policies. Zurich Insurance Company Ltd 8845673 Dec 13, 2022 to Dee 13.2023 Each Occurrence CDN 4,000,000 Products &Completed Operations CDN 4,000,000 General Aggregate CDN 4,OW,000 Retention CDN 10,000 PROFESSIONAL LIABILITY Zurich Insurance Companv Ltd LOU 3936420-02 Dec 13, 2022 to Limit of Liability USD 1,000000 Dec 13.2023 t '00 Aggregate USD 1,000,000 Self Insured Retention USD 100,000 WORKERS' COMPENSATION & EMPLOYERS' LIAB Liberty Mutual Insurance Company C7 -B72 -17152I. D12 Dec 18, 2022 to Dec 18. 2023 Employers Liability, by Accident USD 1,000.000 Employers Liability, by Disease USD L000,000 Policy Limit with respect to Employers Liability and Bodily USD 1,000.000 Injury by Disease Wmkers'Compensation iSmat(ry Additional Information: City of Rosemead, its officials, employees and agents are added as Additional Insureds on the Commercial General Liability policy when required by written contract executed prior to loss, but only with respect to liability arising out of the operations of the named insured. The Commercial General Liability policy includes a Waiver of Subrogation in favor of City of Rosemead, its officials, employees and agents when required by written contract executed prior to loss. Notice of cancellation: Should any of the policies described herein be cancelled before the expiration date thereof, the insurers) affording coverage will endeavour to mail 30 days written notice to the certificate holder named herein, but failure to mail such notice shall impose no obligation or liability of any kind upon the insurers) affording coverage, their agents or representatives, or the issuer of this certificate. Marsh I Place Ville -Marie, Suite 1500 Montreal, QC H3B 2B5 Telephone: 1-844-990-2378/416-868-2378 Fax: (514)-2852040 montrealcertCm arsh.com By: Marsh Canada Limited Stephanie Arbour POLICY NUMBER: GLO 1125981-04 COMMERCIAL GENERAL LIABILITY CG 20 10 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Locations Of Covered Operations ALL PERSONS OR ORGANIZATIONS ALL PERSONS OR ORGANIZATIONS WHERE REQUIRED BY WRITTEN CONTRACT WHERE REQUIRED BY WRITTEN CONTRACT Information required to complete this Schedule, if not shown above, will be shown in the Declarations. CG 20 10 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 2 A. Section II — Who Is An Insured is amended to 1. include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", 'property damage" or 'personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions, or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. 2. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. C. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; B. With respect to the insurance afforded to these whichever is less. additional insureds, the following additional This endorsement shall not increase the applicable exclusions apply: Limits of Insurance shown in the Declarations. This insurance does not apply to 'bodily injury" or "property damage" occurring after: CG 20 10 0413 © Insurance Services Office, Inc., 2012 Page 2 of 2 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Not applicable in NJ Schedule Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual. Where required by contract or written agreement prior to loss and allowed by law. In the states of AL, AR, GA, IL, MI, MO, MT and PA, the premium charge is 2.0% of the total manual premium, subject to a minimum premium of $100 per policy. In the states of FL and OR, the premium charge is 1.0% of the total manual premium, subject to a minimum premium of $250 per policy. In the state of MA, the premium charge is 1.0% of the total manual premium. In the states of NY and TN, the premium charge is 2.0% of the total manual premium, subject to a minimum premium of $250 per policy. Issued by Liberty Insurance Corporation 21814 For attachment to Policy No. WC7-B72-171521-011 Issued to TIM USA INC. Effective Date Premium $ WC 00 03 13 © 1983 National Council on Compensation Insurance. Ed. 04/01/1984 Endorsement No. Page 1 of 1 Policy Number GLO 1125981-04 Endorsement No. 010 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMON POLICY CHANGE ENDORSEMENT ZURICH AMERICAN INSURANCE COMPANY Named insured TIM USA INC Effective Date of change: 11-07-22 12:01 A.M., Standard Time Agent Name MARSH USA INC Agent No. 16257-000 This endorsement will not be used to decrease coverages, increase rates or deductibles or alter any terms or conditions of coverage unless at the sole request of the insured. COVERAGE PART INFORMATION — Coverage Commercial Property X❑ Commercial General Liability F7 Commercial Crime 0 Commercial Inland Marine ❑ Commercial Automobile 71 Commercial Fidelity 0 Property Portfolio Protection EJEquipment Breakdown The following item(s): Insured's Name Effective/ Expiration Date 0 Payment Plan ❑ Add/Delete Vehicle F7 Additional Interest F7 Limits/ Exposures Covered Property/Location Description affected by this 1.7M- 1 NO CHARGE Insured's Mailing Address ❑ Insured's Legal Status/Business of Insured Coverage Forms and Endorsements Deductibles Classification/Class Codes ❑ Underlying Exposure/ Insurance I is (are) changed to read [See Additional Page(s)] I THE FOLLOWING FORM(S) HAS BEEN AMENDED: CG 24 04 05-09 WAIVER OF TRANSFER RIGHTS OF RECOVERY U -GL -1177-F CW 04-13 ADL INSD OWNER,LESSE,CONT-SCHEDULED The above amendments result in a change in the premiums as follows: This premium does not include taxes. No changes❑ To be Adjusted at Audit I Additional NO CHARGE Return NO CHARGE Additions I Return U-GUfi14C NY (11/18) Policy Number GLO 1125981-04 Endorsement No. 010 COMMON POLICY CHANGE ENDORSEMENT ZURICH AMERICAN INSURANCE COMPANY Named Insured TIM USA INC Effective Date of Change: 11-07-22 12:01 A.M., Standard Time Agent Name MARSH USA INC Agent No. 16257-000 POLICY CHANGES ENDORSEMENT DESCRIPTION (CONT'D) ALL OTHER TERMS AND CONDITIONS REMAIN THE SAME REMOVAL PERMIT If this policy i ncludes the Commercial Property Coverage Part, the following applies with respect to the Cover- age Part: If Covered Property is removed to a new location that is described on this Policy Change, you may extend this insurance to include that Covered Property at each location during the removal. Coverage at each location will apply in the proportion that the value at each location bears to the value of all Covered Property being removed. This permit applies up to 10 days after the effective date of this Policy Change; after that, this insurance does not apply at the previous location. U-GU614-CNY (11/18) Additional Insured — Owners, Lessees Or Contractors — Scheduled Person Or Organization ZURICH Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add'I. Prem Return Prem. G LO 1125981 04 12113/2021 12J13/2022 11107/2022 16257000 INCL THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Named Insured: TIM USA INC Address (including ZIP Code): 15 BRITISH AMERICAN BLVD LATHAM, NY 12110-6400 This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Covered Operations CITY OF ROSEMEAD ALL LOCATIONS AND OPERATIONS AS 8838 E. VALLEY BLVD REQUIRED BY WRITTEN CONTRACT ROSEMEAD, CALIFORNIA 91770 U -GL -1177-F CW (04/13) Page 1 of 2 Includes copyrighted material of Insurance Services Office, Inc., with its permission. A. Section II — Who Is An Insured is amended to include as an additional insured the person or organization shown in the Schedule above, whom you are required to add as an additional insured on this policy under a written contract or written agreement. Such person or organization is an additional insured only with respect to liability for "bodily injury', "property damage' or "personal and advertising injury' caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf, in the performance of your ongoing operations or "your work" as included in the "products -completed operations hazard", which is the subject of the written contract or written agreement at the Location designated and described in the Schedule above. However, the insurance afforded to such additional insured: 1. Only applies to the extent permitted by law; and 2. Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to: "Bodily injury", "property damage' or "personal and advertising injury' arising out of the rendering or failure to render any professional architectural, engineering or surveying services including: a. The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or b. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence' which caused the "bodily injury' or"property damage', or the offense which caused the "personal and advertising injury", involved, the rendering of or the failure to render any professional architectural, engineering or surveying services. C. The following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV — Commercial General Liability Conditions: The additional insured must see to it that: 1. We are notified as soon as practicable of an "occurrence' or offense that may result in a claim; 2. We receive written notice of a claim or "suit' as soon as practicable; and 3. A request for defense and indemnity of the claim or "suit' will promptly be brought against any policy issued by another insurer under which the additional insured may be an insured in any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured, if the written contract or written agreement requires that this coverage be primary and non-contributory. D. For the purpose of the coverage provided by this endorsement: 1. The following is added to the Other Insurance Condition of Section IV — Commercial General Liability Conditions: Primary and Noncontributory insurance This Insurance is primary to and will not seek contribution from any other insurance available to an additional insured provided that: a. The additional insured is a Named Insured under such other insurance; and b. You are required by written contract or written agreement that this insurance be primary and not seek contribution from any other insurance available to the additional insured. 2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition of Section IV — Commercial General Liability Conditions: This insurance is excess over: Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same "occurrence", offense, claim or "suit'. This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by written contract or written agreement to provide coverage to the additional insured on a primary and non-contributory basis. E. With respect to the insurance afforded to the additional insureds under this endorsement, the following is added to Section III — Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement referenced in Paragraph A. of this endorsement; or 2. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. All other terms and conditions of this policy remain unchanged. U -GL -1177-F CW (04113) Page 2 of 2 Includes copyrighted material of Insurance Services Office, Inc., with its permission. POLICY NUMBER: GLO 1125981-04 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/ COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: CITY OF ROSEMEAD 8838 E. VALLEY BLVD ROSEMEAD, CALIFORNIA 91770 RE: ALL LOCATIONS AND OPERATIONS AS REQUIRED BY WRITTEN CONTRACT The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV — Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products - completed operations hazard". This waver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 0 Insurance Services Office, Inc., 2008 Page 1 of 1 0